Contract Negotiation 101

Georgina is a professional writer based near Melbourne, Australia. Over the coming weeks, she’ll be sharing her tips and experience from working as a freelancer.

How good are you at contract negotiation? When they get a contract, many freelancers I know just sign it, regardless of whether they’re happy with its terms or not.

They’ve usually spent a long time getting to contract stage, they might already be discussing deadlines (and hesitant to waste time trying to wring better terms out of the client), and they may see “disagreeing” with the client over the contract terms as likely to create a negative impression at the very beginning of the job.

But the contract you sign underpins the whole job. The contracting process deserves to be treated with care and taken seriously. You need to be thorough. And you need to be happy with the outcome. Here’s the process I use to assess work contracts.

Treat the contract as a first offer

It’s easy to see a contract that the client has drawn up as their “offer,” but this perspective limits your ability to negotiate. Why not see the contract as their “first offer?” That gives you room to maneuver or question on any points you’re not 100% happy with.

Once you’ve adopted this mindset, you can start reading with objectivity. I usually get out a pen and paper as I go through a contract, so that I can take notes about anything I don’t understand or that I need to question.

Read it from go to woah

Legalese doesn’t make for the most scintillating reading, but no matter how boring it seems, you must read the contract from beginning to end.

If you’ve discussed the job, its deadlines, deliverables, and payment schedule, with your client, the first thing you’ll want to do is make sure that those agreements are detailed in the contract, and that you’re happy with what’s there. If something you’ve discussed isn’t in the contract, or some of the details don’t reflect what you thought you’d discussed, make a note of them. You’ll want to discuss those with your client.

As you read, look out for unintelligible language, contradictions (these can often arise as standard or basic contracts are reworked and amended over time), and anything that looks odd to you.

Believe it or not, this process can be quite rewarding. Just as you turn page 15 and feel like you’re about to drift off to sleep, you come across some weird anomaly that makes you legally responsible for some part of the project you have no control over, and the time you’ve put into reading the contract begins to seem very worthwhile.

As you read, make note of any anomalies, as well as anything you need clarification on. Don’t be shy about confirming the finer details of your contract with the client — it’s better to be safe than sorry.

What’s fair?

Once you’ve read your contract, you’ll have a good idea of whether you’re happy with it, or whether there are areas you’d like to revise with your client. But there may also be some points you’re not sure of. If you find you’re questioning the fairness of some aspects of the contract, trust your gut. Don’t ignore your unease — talk to someone about it.

A mentor, trusted peer, or legal adviser may be able to tell you if a given clause is standard or seems unreasonable. If you want advice you can rely on, though, seek professional expertise — don’t rely on a friend’s recommendations when it comes to the legalities of your work.

Of course, not every clause needs to be wrangled over — you may well have minor quibbles over the fairness of certain terms that you’re happy to iron out with the client yourself.

The negotiation

Okay, so you’ve got your list of issues. Before you discuss these with the client, consider what your ideal outcome would be for each item. Then identify the minimum compromise you’ll accept. You may be willing to bend completely on some points so long as other requirements are met; you may not. But you need to identify your limits before you discuss the points of contention, so that you don’t end up coming out of a negotiation dissatisfied.

Although I’m usually nervous about contract discussions with clients, I can’t think of a time when the client wasn’t keen to find a solution that suited us both. If someone’s interested in working with you on a project, they’re usually going to be keen to come to an agreement that everyone’s happy with, although of course there may be some points on which they must remain inflexible due, for example, to corporate policy.

As an example, one client of mine paid on a 90-day cycle. The organisation was a major bank, and I just had to accept the payment terms as they were.

The important thing to remember is that the contract you’re offered shouldn’t be treated as a done deal. The draft contract is your opportunity to ensure that both parties to the agreement are comfortable with the terms of that agreement, and that you and your client really are on the same page.

How do you fare with contract negotiation? Do you have any contracting tips or experiences you can share?

Georgina has more than fifteen years' experience writing and editing for web, print and voice. With a background in marketing and a passion for words, the time Georgina spent with companies like Sausage Software and sitepoint.com cemented her lasting interest in the media, persuasion, and communications culture.